<PAGE> 1
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
NATHAN'S FAMOUS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3166443
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1400 OLD COUNTRY ROAD, WESTBURY, NEW YORK 11590
(Address of principal executive offices) (Zip Code)
NATHAN'S FAMOUS, INC. -- MIAMI SUBS STOCK OPTIONS
(Full Title of the Plan)
WAYNE NORBITZ, PRESIDENT
NATHAN'S FAMOUS, INC.
1400 OLD COUNTRY ROAD
WESTBURY, NEW YORK 11590
(Name and address of agent for service)
(516) 338-8500
(Telephone number, including area code, of agent for service)
copy to:
NANCY D. LIEBERMAN, ESQ.
BLAU, KRAMER, WACTLAR & LIEBERMAN, P.C.
100 JERICHO QUADRANGLE
JERICHO, NEW YORK 11753
(516) 822-4820
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Per Aggregate Offering Amount of
To be Registered Registered Security (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per 525,590 shs.(2) $3.2188 $1,691,743 $447
share together with
the associated
common stock
purchase rights
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the bid and asked prices of the Company's Common Stock on
the Nasdaq National Market System on December 16, 1999.
(2) This Registration Statement also covers an indeterminate number of
additional shares of Common Stock which may become issuable pursuant to
anti-dilution and adjustment provisions of the options.
<PAGE> 2
NATHAN'S FAMOUS, INC.
SUMMARY OF OPTIONS GRANTED TO
EMPLOYEES OF MIAMI SUBS CORPORATION
In November 1998, Nathan's Famous, Inc. acquired approximately 30% of
the issued and outstanding common stock of Miami Subs Corporation. We acquired
the balance of the issued and outstanding common stock of Miami Subs on
September 30, 1999, pursuant to a merger agreement dated as of January 15, 1999,
as amended. Under the terms of the merger agreement, we assumed the options
Miami Subs had granted to current and former employees of Miami Subs employees
under the Miami Subs Corporation 1990 Executive Option Plan and converted them
into Nathans options. Consequently, we granted non-qualified stock options to a
total of 29 persons covering a total of 525,590 shares of our common stock.
The stock options expire on various dates from December 2000 through
September 30, 2009, depending on the term of the original Miami Subs option. The
options have exercise prices ranging from $3.1875 to $22.25.
The options may not be sold, pledged, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the optionee, only by
the optionee.
In the case of 15 of the optionees, if the optionee ceases to have a
relationship with us as an employee, director, officer or consultant, and such
relationships terminate for any reason other than death, disability, or
retirement, he may, for a thirty (30) or ninety (90) day period from the date he
stops having a relationship with us, exercise his options to the extent that the
options were exercisable as of the date of his termination. To the extent that
the optionee was not entitled to exercise an option at the date of such
termination, or he does not exercise the option (which he was entitled to
exercise) within the thirty day period, the option terminates. The options of
the remaining 14 optionees continue to be exercisable for the balance of the
option term notwithstanding the termination of their relationship with us. If
the optionee retires, dies or becomes disabled while she is an employee,
director, officer or consultant, the optionee's estate or any person who
acquires the right to exercise the option by bequest or inheritance or by reason
of the death of the optionee may exercise her option at any time within the
period of twelve (12) months from the date of the optionee's death. In each case
the option will be exercisable only to the extent it was exercisable on the date
of such termination of employment.
In the event of a change in control (as defined in the option
agreement) of our company all options become immediately and fully exercisable.
Our reports and registration statements filed with the Securities and
Exchange Commission pursuant to the provisions of the Securities Exchange Act of
1934, are incorporated by reference herein and these documents, as well as our
annual report to shareholders, its latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended, are available upon written
or oral request from our Secretary or Treasurer, at our offices at Nathan's
Famous, Inc., 1400 Old Country Road, Westbury, New York 11590. We do not intend
to furnish any reports to participating employees as to the amount and status of
their options.
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FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of the principal federal income tax
consequences under current federal income tax laws relating to the options. This
summary is not intended to be exhaustive. Among other things, it does not
describe state, local or foreign income tax consequences.
We understand that under present federal tax laws, the grant of stock
options creates no tax consequences for an optionee or for us. Upon exercising a
nonqualified stock option, the optionee must generally recognize ordinary income
equal to the "spread" between the exercise price and the fair market value of
the common stock on the date of exercise. The fair market value of the shares on
the date of exercise will constitute the tax basis for the shares for computing
gain or loss on their subsequent sale.
Compensation that is subject to a substantial risk of forfeiture
generally is not included in income until the risk of forfeiture lapses. Under
current law, optionees who are either directors, officers or more than 10%
stockholders are subject to the "short-swing" insider trading restrictions of
Section 16(b) of the Exchange Act of 1934. The Section 16(b) restriction is
considered a substantial risk of forfeiture for tax purposes. Consequently, the
time of recognition of compensation income and its amount will be determined
when the restriction ceases to apply. The Section 16(b) restriction lapses six
months after the date of exercise.
Nevertheless, an optionee who is subject to the Section 16(b)
restriction is entitled to elect to recognize income on the date of exercise of
the option. The election must be made within 30 days of the date of exercise. If
the election is made, the results are the same as if the optionee were not
subject to the Section 16(b) restriction.
If permitted by our board of directors and if the optionee pays the
exercise price of an option in whole or in part with previously-owned shares of
common stock, the optionee's tax basis and holding period for the newly-acquired
shares is determined as follows: As to a number of newly-acquired shares equal
to the number of previously-owned shares used by the optionee to pay the
exercise price, the optionee's tax basis and holding period for the
previously-owned shares will carry over to the newly-acquired shares on a
share-for-share basis, thereby deferring any gain inherent in the
previously-owned shares. As to each remaining newly acquired share, the
optionee's tax basis will equal the fair market value of the share on the date
of exercise and the optionee's holding period will begin on the day after the
exercise date. The optionee's compensation income and our deduction will not be
affected by whether the exercise price is paid in cash or in shares of common
stock.
We will generally be entitled to a deduction for federal income tax
purposes at the same time and in the same amount as an optionee is required to
recognize ordinary compensation income. We will be required to comply with
applicable federal income tax withholding and information reporting requirements
with respect to the amount of ordinary compensation income recognized by the
optionee. If our board of directors permits shares of common stock to be used to
satisfy tax withholding, such shares will be valued at their fair market value
on the date of exercise.
When a sale of the acquired shares occurs, an optionee will recognize
capital gain or loss equal to the difference between the sales proceeds and the
tax basis of the shares. Such gain or loss will be treated as capital gain or
loss if the shares are capital assets. The capital gain or loss will be
long-term
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<PAGE> 4
capital gain or loss treatment if the shares have been held for more than 12
months. There will be no tax consequences to us in connection with a sale of
shares acquired under an option.
RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
ACQUIRED UPON THE EXERCISE OF OPTIONS
Miami Subs employees who receive shares of our common stock upon the
exercise of options may from time to time sell all or a part of such common
stock. In some instances, there may be restrictions on the amount and manner of
such sales by reason of pertinent provisions of the securities laws and the
rules thereunder. Optionees should consult with legal counsel about the
securities law implications of the exercise of options and the acquisition or
disposition of shares of common stock received upon the exercise of options.
Pursuant to Section 16(b) of the Exchange Act, if an optionee, while an
officer, director or holder of ten percent (10%) or more of our common stock,
(i) acquires any of our equity securities (other than shares of common stock
acquired upon the exercise of the options granted to Miami Subs employees or
another of our stock option plans, if the grant is exempt from Section 16(b)),
and (ii) within six months before or after such acquisition sells any of our
equity securities, including common stock acquired upon the exercise of options,
then the optionee will be required to repay to us any profit attributable to the
two transactions. Further, reoffers and resales of common stock received upon
the exercise of options granted in connection with the Miami Subs acquisition by
participants who are our "affiliates" must be made pursuant to a separate
prospectus or pursuant to the provisions of Rule 144 under the Securities Act or
pursuant to another applicable exemption from the registration requirements of
the Securities Act. Such reoffers or resales may not be made pursuant to this
prospectus.
This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) and (b) below:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended March 28, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarters ended June 27, 1999 and September
26, 1999;
(c) The Registrant's Current Report on Form 8-K dated
September 30, 1999; and
(d) The description of the class of securities to be
offered which is contained in a registration
statement filed under Section 12 of the Securities
Exchange Act of 1934 (File No. 0- 3189) including any
amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which indicates that all securities offered
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the provisions of the Certificate of Incorporation and
By-Laws of Registrant, each person who is or was a director or officer of
Registrant shall be indemnified by Registrant as of right to the full extent
permitted or authorized by the General Corporation Law of Delaware.
Under such law, to the extent that such person is successful
on the merits of defense of a suit or proceeding brought against him by reason
of the fact that he is a director or officer of Registrant, he shall be
indemnified against expenses (including attorneys' fees) reasonably incurred in
connection with such action.
If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
Registrant, and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.
II-1
<PAGE> 6
If unsuccessful in defense of a suit brought by or in the
right of Registrant, or if such suit is settled, such a person shall be
indemnified under such law only against expenses (including attorneys' fees)
incurred in the defense or settlement of such suit if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of Registrant except that if such a person is adjudicated to be liable
in such suit for negligence or misconduct in the performance of his duty to
Registrant, he cannot be made whole even for expenses unless the court
determines that he is fairly and reasonably entitled to be indemnified for such
expenses.
The officers and directors of the Company are covered by
officers' and directors' liability insurance. The policy coverage is $10,000,000
which includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $150,000. The Company has entered
into Indemnification Agreements with its officers and directors. The Agreements
provide for reimbursement for all direct and indirect costs of any type or
nature whatsoever (including attorneys' fees and related disbursements) actually
and reasonably incurred in connection with either the investigation, defense or
appeal of a Proceeding, as defined, including amounts paid in settlement by or
on behalf of an indemnitee.
II-2
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westbury, New York on the 16th day of December, 1999.
NATHAN'S FAMOUS, INC.
By: s/Wayne Norbitz
Wayne Norbitz
President and Chief Operating Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on December16, 1999 by the following
persons in the capacities indicated. Each person whose signature appears below
constitutes and appoints Wayne Norbitz and Ronald G. DeVos, and each of them
acting individually, with full power of substitution, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem necessary or advisable to enable Nathan's Famous, Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement including specifically, but not limited to, power and authority to
sign for us or any of us in our names in the capacities stated below, any and
all amendments (including post-effective amendments) thereto, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in such connection, as
fully to all intents and purposes as we might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
s/Howard M. Lorber Chairman of the Board and
Howard M. Lorber Chief Executive Officer
s/Wayne Norbitz President, Chief Operating Officer and
Wayne Norbitz Director (Principal Executive Officer)
s/Ronald G. DeVos Vice President - Finance
Ronald G. DeVos Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
s/Robert J. Eide Director
Robert J. Eide
s/Barry Leistner Director
Barry Leistner
s/Donald Perlyn Director
Donald Perlyn
s/Attilio F. Petrocelli Director
Attilio F. Petrocelli
</TABLE>
<PAGE> 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NATHAN'S FAMOUS, INC.
Form S-8 Registration Statement
E X H I B I T I N D E X
<TABLE>
<CAPTION>
Page No. in Sequential
Exhibit Numbering of all Pages,
Number Exhibit Description including Exhibit Pages
<S> <C> <C>
4 Form of Option Agreement............................... 9
5 Opinion and Consent of Counsel......................... 14
23.1 Consent of Counsel ................................. See Exhibit 5
23.2 Consent of Arthur Andersen LLP ........................ 16
24 Powers of Attorney ................................. See signature pages
</TABLE>
<PAGE> 1
Exhibit 4
NATHAN'S FAMOUS, INC.
NON-QUALIFIED
STOCK OPTION AGREEMENT -
MIAMI SUBS CORPORATION OPTIONS
THIS AGREEMENT made as of the 1st day of October, 1999, by and
between NATHAN'S FAMOUS, INC., a Delaware corporation ("Corporation"),
_________________ ("Optionee").
R E C I T A L S
WHEREAS, the Corporation and Miami Subs Corporation entered
into a Merger Agreement dated as of January 15, 1999, as amended, pursuant to
which the Miami Subs has become a wholly-owned subsidiary of the Corporation;
and
WHEREAS, the Optionee was a holder of outstanding options to
purchase shares of Miami Subs common stock; and
WHEREAS, pursuant to the terms of the merger agreement the
Corporation has assumed the outstanding Miami Subs options and such options were
converted into options to purchase shares of the Corporation's common stock,
$.01 par value;
WHEREAS, this Agreement evidences the grant by the Corporation
of such assumed option upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter set forth, the parties hereto agree as follows:
1. Number of Shares and Price. The Corporation hereby grants
to the Optionee an option ("Option") to purchase ________ shares of Common
Stock. The option exercise price ("Option Price") is $_____ per share.
2. Term and Exercise. The Option shall be exercisable in whole
or in part until ________ for all of the shares covered hereby. The Option shall
not be exercised in part for less than 100 shares of Common Stock (unless there
are fewer than 100 shares remaining to be exercised).
[Notwithstanding the forgoing, if Optionee ceases to have a
relationship with the Corporation as an employee, director, officer or
consultant, and such relationships terminate for any reason other than death,
disability, or retirement, the term of this Option shall end and the
exercisability of the Option shall cease thirty (30) days following the
termination of the last remaining of such relationships.]
Upon the disability, retirement or death of the Optionee, he
or his executors, administrators or the person or persons to whom the Option has
been transferred by will or by the laws of descent and distribution, as the case
may be, shall have twelve (12) months from the date of disability, retirement or
death to exercise that Option.
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3. Payment. In exercising all or part of the Option, the
Optionee shall notify the Corporation in writing, of (a) the number of shares
being purchased, (b) the total Option Price for the shares being purchased, (c)
the exact name as it should appear on the stock certificate to be issued for the
shares being purchased, and (d) the address to which the stock certificate
should be sent. The shares being purchased may be paid for in whole or in part
in (a) cash or (b) whole shares of Common Stock evidenced by negotiable
certificates, at the Fair Market Value thereof on the date of exercise.
Certificates for the purchased shares will be issued and delivered to the
Optionee as soon as practicable after the receipt of such payment; provided that
delivery of any such shares shall be deemed effected for all purposes when the
stock transfer agent of the Corporation shall have deposited such certificates
in the United States mail, addressed to Optionee, at the address specified
pursuant to this Section 3.
4. Executors and Administrators. Whenever the word "Optionee"
is used in any provisions of this Agreement under circumstances where the
provision should logically be construed to apply to the executors,
administrators, or the person or persons to whom the Option may be transferred
by will or by the laws of descent and distribution, the word "Optionee" shall be
deemed to include such person or persons.
5. Transferability. The Option granted hereunder is not
transferable by Optionee, in whole or in part, otherwise than by will or by the
laws of descent and distribution and is exercisable during Optionee's lifetime
only by him. No assignment or transfer of the Option granted hereunder, or of
the rights represented thereby, whether voluntary or involuntary, by operation
of law or otherwise (except by will or the laws of descent and distribution),
shall vest in the assignee or transferee any interest or right therein
whatsoever, but immediately upon any such assignment or transfer the Option
shall terminate and become of no further effect
6. Shareholder Status. Optionee shall not be deemed for any
purpose to be a shareholder of the Corporation in respect of any shares as to
which the Option granted hereunder has not yet been exercised. With respect to
any shares which have been exercised under the Option, Optionee shall be deemed
to be a shareholder when such shares have been issued to Optionee by the
Corporation.
7. Reorganizations. The existence of the Option granted
hereunder shall not affect in any way the right or the power of the Corporation
or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation's capital
structure or its business, or any merger or consolidation of the Corporation, or
any issue of bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Corporation, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
8. No Exercise in Violation of Law. Notwithstanding any of the
provisions hereof. Optionee hereby agrees that he will not exercise the Option
granted hereby, and that the Corporation will not be obligated to issue any
shares to the Optionee hereunder, if the exercise thereof or the issuance of
such shares shall constitute a violation by the Optionee or the Corporation of
any provision of any law or regulation of any governmental authority. Any
determination in this connection by the Board of Directors of the Corporation
shall be final, binding and conclusive.
9. Adjustment Upon Change in Common Stock Should the
Corporation effect one or more Common Stock dividends, stock splits,
subdivisions, or consolidations of shares or other similar changes in
capitalization then the terms of the Option may be adjusted as the Corporation's
Board of Directors in its discretion shall determine to be equitably required.
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The issuance by the Corporation of shares of Common Stock of
any class or securities convertible into shares of Common Stock of any class,
for cash or property or for labor or services, either upon direct sale or upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Corporation convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to the Option.
10. Effect on Employment. This Agreement shall not confer upon
any employee any right to continue in the employ of the Corporation, or in any
way affect any right and power of the Corporation to terminate the employment of
any employee at any time with or without assigning a reason therefor.
11. Tax Withholding.
(a) Generally. The Optionee may be required to
pay to the Corporation the amount of any such taxes which the Corporation is
required to withhold with respect to Common Stock received upon exercise of the
Option. At the request of Optionee, or as required by law, such sums as may be
required for the payment of any estimated or accrued income tax liability may be
withheld and paid over to the governmental entity entitled to receive the same.
(b) Cashless Withholding. Optionee may elect
(an "Election") to have the Corporation withhold from the shares of Common Stock
to be issued pursuant to the exercise of an Option or to surrender to the
Corporation shares already owned by the Optionee (which may be shares of Common
Stock previously received upon an exercise of an Option) which shall be
sufficient in value to satisfy applicable tax withholding obligations, or such
other withholding arrangements requested by Optionee or as otherwise required as
specified above. For purposes of such withholding or surrender, the shares
withheld or surrendered shall be valued at their Fair Market Value on the date
as of which the Participant first becomes subject to taxation for federal income
tax purposes in respect of shares of Common Stock received upon exercise of the
Option (the "Tax Date"). If the Fair Market Value on the Tax Date of the number
of whole shares of Common Stock withheld or surrendered pursuant to an Election
exceeds the withholding or other applicable tax obligations, a fractional share
shall be paid to the Participant by the Corporation in cash as soon as
reasonably practicable after the amount of such excess is determined by the
Corporation. An Election may be made by Optionee with respect to all or part of
a particular Option, to all or a specified class of previously granted Options,
and/or to all or a specified class of Options which may be granted in the
future.
An Election by Optionee shall be made prior to the applicable
Tax Date and also shall meet each of the following additional requirements:
(iv) The Election, once made, shall be irrevocable;
(ii) The Election must be made either (1) during one
of the ten business day periods beginning on the third business day following
the date of release of the Corporation's quarterly or annual summary statements
of sales and earnings and ending on the 12th business day following such date;
or (2) at least six months prior to the Tax Date for the Award to which the
Election applies;
(iii) No Election may be made with respect to any
Award during the first six months after the grant of the Award, or with respect
to any Option which has been exercised during the first six months after its
date of grant and, if any Option with respect to which an Election is already in
effect shall be exercised during the first six months after the date of grant,
such Election shall, to the extent of such exercise or issuance of Shares of
Common Stock, be deemed void, except that such
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<PAGE> 4
limitations shall not apply if Optionee dies or is disabled prior to the
expiration of such six-month period; and
(iv) The Board shall have sole discretion to consent
to or disapprove any Election made by Optionee, and if the Board disapproves
such an Election, shares shall not be issued to the Optionee upon the exercise
of an Option to which the disapproved Election applies until the Optionee shall
have complied with the first sentence of this Section for satisfying tax
withholding obligations.
Optionee may not make an Election with respect to shares of
Common Stock issued pursuant to this Agreement if Optionee has previously filed
an election under Section 83(b) of the Code in connection with this Option or in
connection with the receipt of shares underlying this Option. The Election shall
specify whether Optionee elects to have the withholding obligations met by
withholding from the shares to be issued upon the exercise of Options or by
surrender to the Corporation by Optionee of already owned shares of Common
Stock. If the withholding obligations will be satisfied by the surrender to the
Corporation or already owned shares of Common Stock, the Election shall be
accompanied by certificates, with accompanying stock powers signed in blank, for
a sufficient number of shares of Common Stock.
12. Corporation Successors. In the event the Corporation
becomes a party to a merger, consolidation, sale of substantially all of its
assets, or any other corporate reorganization in which the Corporation will not
be the surviving corporation or in which the holders of the Common Stock will
receive securities or another corporation (in any such case, the "New
Corporation"), then the New Corporation shall assume the rights and obligations
of the Corporation under the Agreement.
13. Governing Law. All matters relating to this Agreement
shall be governed by the laws of the state of Delaware, without regard to the
principles of conflict of laws.
14. Employee Benefit Plans. No amounts of income received by
an Optionee pursuant to this Agreement shall be considered compensation for the
purposes of any pension or retirement plan, insurance plan or any other employee
benefit plan of the Corporation or its subsidiaries.
15. Notices. All notices or communications by the Corporation
to Optionee shall be delivered to the Optionee personally or be mailed to him at
his address as appears in the records of the Corporation. All notices by the
Optionee to the Corporation shall be delivered to the Secretary of the
Corporation personally, or mailed to him at 1400 Old Country Road, Westbury, New
York 11590. Either party may change the address for the delivery of notices by
notifying the other party as provided herein.
16. Definitions.
"Board" means the Board of Directors of the Corporation.
"Code" means the Internal Revenue Code of 1986 and any
amendments thereto.
"Common Stock" means the $.01 par value per share Common Stock
of the Corporation.
"Corporation" means Nathan's Famous, Inc., a Delaware
corporation.
"Disability" means a physical or mental condition which
prevents the Participant from engaging in any substantially gainful activity.
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<PAGE> 5
"Fair Market Value" means, on any given date the closing
price, on the Nasdaq Stock Market or other exchange on which the Common Stock is
trade.
"Retirement" means achieving the normal age of retirement as
set by the Corporation policy.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
NATHAN'S FAMOUS, INC.
By:__________________________
Ronald DeVos, Vice President
OPTIONEE:
By:______________________________
5
<PAGE> 1
Exhibit 5
December 16, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Nathan's Famous, Inc.
Registration Statement on Form S-8
Gentlemen:
Reference is made to the filing by Nathan's Famous, Inc. (the
"Corporation") of a Registration Statement on Form S-8 with the Securities and
Exchange Commission pursuant to the provisions of the Securities Act of 1933, as
amended, covering the registration of 525,590 shares of the Corporation's Common
Stock, $.01 par value per share, in connection with the issuance of options to
various employees and former employees of Miami Subs Corporation.
As counsel for the Corporation, we have examined its corporate
records, including its Certificate of Incorporation, as amended, By-Laws, its
corporate minutes, the form of its Common Stock certificate, the form of option
agreement and such other documents as we have deemed necessary or relevant under
the circumstances.
Based upon our examination, we are of the opinion that:
1. The Corporation is duly organized and validly existing under the
laws of the State of Delaware.
2. There have been reserved for issuance by the Board of Directors of
the Corporation 525,590 shares of its Common Stock, $.01 par value per share.
The shares of the Corporation's Common Stock, when issued pursuant to the Plan,
will be validly authorized, legally issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement
and in the Prospectus which constitutes a part thereof as counsel of the
Corporation, and we hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
s/BLAU, KRAMER, WACTLAR &
LIEBERMAN, P.C.
<PAGE> 1
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation in
this Form S-8 registration statement of our report dated June 15, 1999 included
in the Nathan's Famous Inc. Form 10-K for the year ended March 28, 1999 and to
all references to our Firm included in this Form S-8 registration statement.
/s/ ARTHUR ANDERSEN LLP
Roseland, New Jersey
December 15, 1999
